Performance and Cooperation Clause Samples

The PERFORMANCE AND COOPERATION clause establishes the obligation of all parties to actively fulfill their contractual duties and to work collaboratively throughout the duration of the agreement. In practice, this means each party must not only perform their specific tasks as outlined in the contract but also communicate and coordinate with the other parties to ensure smooth progress and address any issues that arise. This clause is essential for promoting a cooperative working relationship, minimizing misunderstandings, and ensuring that the contract's objectives are achieved efficiently.
Performance and Cooperation. ▇▇▇▇▇▇ will cooperate fully with the Company in connection with any and all existing or future depositions, hearings, trials and/or litigations, adversary proceedings or investigations brought by or against the Company or any of the Related Entities or any of their respective agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which and to the extent ▇▇▇▇▇▇’▇ cooperation is reasonably deemed necessary by the Company. In the event that ▇▇▇▇▇▇ is subpoenaed or otherwise contacted in any way related to the Company or any of the Related Entities, ▇▇▇▇▇▇ will immediately notify the Company and shall give the Company an opportunity to respond to such notice before taking any action or making any decision in connection with such subpoena or other contact (it being understood and agreed to by the Company that any such response shall be prompt). Notwithstanding the foregoing, ▇▇▇▇▇▇ shall have no obligation to notify the Company under the immediately preceding sentence in any case in which ▇▇▇▇▇▇ is advised in writing by legal counsel that taking such action would violate applicable law. The Company will reimburse ▇▇▇▇▇▇ for reasonable out-of-pocket expenses, including reasonable attorneys’ fees, incurred as a result of such cooperation. On the Effective Date, ▇▇▇▇▇▇ will surrender to the Company all physical property of the Company presently in his possession, including keys, keycards and credit cards.
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Performance and Cooperation a. Customer acknowledges and agrees that Georgia Power may use its own employees or may contract with one or more independent contractors to perform Georgia Power’s Services. Customer hereby grants to Georgia Power and its contractors, agents, and representatives the right and license to enter the Premises at any time to perform any activity related to Georgia Power’s Services, including the right to access the Premises with vehicles, equipment, or other tools, and to access Premises electrical systems, and to survey, dig, or excavate, in order to: (a) install and connect equipment or provide service; (b) inspect, maintain, test, replace, repair, disconnect, or remove equipment; (c) install additional equipment or devices on the ET Infrastructure; or (d) conduct any other activity reasonably related to Georgia Power’s Services or the ET Infrastructure. Customer represents or warrants that it has the right to permit Georgia Power to provide Georgia Power’s Services including, if applicable, express written authority from all Premises owners, and any other person or entity with rights in the Premises, to enter into this Agreement. Each of the the Parties agrees to use its best efforts to coordinate and cooperate in connection with all activities under this Agreement. If Customer does not grant Georgia Power reasonable access to the Premises, then Georgia Power may deenergize the ET Infrastructure until access is granted. Georgia Power will work closely with Customer to minimize unreasonable interference with Customer’s operations at the Premises. b. Subject to the other terms and conditions of this Agreement, during the Term, Georgia Power reserves the exclusive right, in its sole discretion, to perform regular inspections, routine maintenance, and other activities related to monitoring, operating, maintaining, or managing the ET Infrastructure (e.g., meter reading, inspection, testing, routine repairs, replacement, maintenance, vegetation management, emergency work, etc.) (collectively, “Georgia Power’s Services”). ET Infrastructure may be removed, substituted, or replaced by Georgia Power at any time. Customer will not be responsible for the cost associated with Georgia Power’s Services. c. Customer is prohibited from using, accessing, or operating the ET Infrastructure for any other purpose, including: (i) accessing or operating components of the ET Infrastructure,
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Performance and Cooperation 
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Related to Performance and Cooperation

  • Performance and Compliance Seller shall have performed, in all material respects, all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by it on or before the Closing.

  • Assistance and Cooperation (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companies, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

  • Performance Monitoring ‌ A. Performance Monitoring of Subrecipient by County, State of California and/or HUD shall consist of requested and/or required written reporting, as well as onsite monitoring by County, State of California or HUD representatives. B. County shall periodically evaluate Subrecipient’s progress in complying with the terms of this Contract. Subrecipient shall cooperate fully during such monitoring. County shall report the findings of each monitoring to Subrecipient. C. County shall monitor the performance of Subrecipient against the goals, outcomes, milestones and performance standards required herein. Substandard performance, as determined by County, will constitute non-compliance with this Contract for which County may immediately terminate the Contract. If action to correct such substandard performance is not taken by Subrecipient within the time period specified by County, payment(s) will be denied in accordance with the provisions contained in this Paragraph 47 of this Contract. D. HUD in accordance with 24 CFR Part 570 Subpart O, 570.902, will annually review the performance of County to determine whether County has carried out its Community Development Block Grant (CDBG) assisted activities in a timely manner and has significantly disbursed CDBG funds and met the mandated “1.5 ratio” threshold. Subrecipient is responsible to ensure timely drawdown of funds.

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Performance Management 17.1 The Contractor will appoint a suitable Account Manager to liaise with the Authority’s Strategic Contract Manager. Any/all changes to the terms and conditions of the Agreement will be agreed in writing between the Authority’s Strategic Contract Manager and the Contractor’s appointed representative. 17.2 The Contractor will ensure that there will be dedicated resources to enable the smooth running of the Framework Agreement and a clear plan of contacts at various levels within the Contractor's organisation. Framework Public Bodies may look to migrate to this Framework Agreement as and when their current contractual arrangements expire. The Contractor will where necessary assign additional personnel to this Framework Agreement to ensure agreed service levels are maintained and to ensure a consistent level of service is delivered to all Framework Public Bodies. 17.3 In addition to annual meetings with the Authority's Strategic Contract Manager, the Contractor is expected to develop relationships with nominated individuals within each of the Framework Public Bodies to ensure that the level of service provided on a local basis is satisfactory. Where specific problems are identified locally, the Contractor will attempt to resolve such problems with the nominated individual within that organisation. The Authority's Strategic Contract Manager will liaise (or meet as appropriate) regularly with the Framework Public Bodies' Contract Manager, and where common problems are identified, it will be the responsibility of the Contractor to liaise with the Authority's Strategic Contract Manager to agree a satisfactory course of action. Where the Contractor becomes aware of a trend that would have a negative effect on one or more of the Framework Public Bodies, they should immediately notify the Authority's Strategic Contract Manager to discuss corrective action. 17.4 Regular meetings, frequency to be advised by Framework Public Body, will be held between the Framework Public Bodies' Contract Manager and the Contractor's representative to review the performance of their Call-Off Contract(s) under this Framework Agreement against the agreed service levels as measured through Key Performance Indicators (KPIs). Reports will be provided by the Contractor to the Framework Public Bodies' Contract Manager at least 14 days prior to the these meetings. 17.5 Performance review meetings will also be held annually, between the Authority's Strategic Contract Manager and the Contractor's representative to review the performance of the Framework Agreement against the agreed service levels as measured through Key Performance Indicators. A summary of the quarterly reports will be provided by the Contractor at least 14 days prior to these meetings. 17.6 The Authority will gather the outputs from contract management to review under the areas detailed in the table below. Provision of management reports 90% to be submitted within 10 working days of the month end Report any incident affecting the delivery of the Service(s) to the Framework Public Body 100% to be reported in writing to FPB within 24 hours of the incident being reported by telephone/email Prompt payment of sub-contractors and/or consortia members (if applicable). Maximum of 30 from receipt of payment from Framework Public Bodies, 10 days target 100% within 30 days